UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2012
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1220 Augusta Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (713) 570-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 – OTHER EVENTS
On December 5, 2012, the Company issued a press release announcing a potential notes offering by certain of its subsidiaries. The December 5 press release is attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 5, 2012 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: | /s/ E. Blake Hawk | |
| Name: | E. Blake Hawk | |
| Title: | Executive Vice President and General Counsel | |
Date: December 5, 2012
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 5, 2012 | |
3
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contacts: Jay Brown, CFO Fiona McKone, VP - Corporate Finance Crown Castle International Corp. 713-570-3050 |
CROWN CASTLE INTERNATIONAL ANNOUNCES
POTENTIAL NOTES OFFERING BY CERTAIN SUBSIDIARIES
December 5, 2012 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that its subsidiary, CC Holdings GS V LLC, is contemplating an offering, in a private transaction, of senior notes (“Notes”), subject to market conditions. CC Holdings GS V LLC, through its subsidiaries, holds a majority of the U.S. towers originally acquired by Crown Castle in its 2007 acquisition of Global Signal, Inc. Crown Castle currently expects that any such Notes offering would commence and close prior to the end of 2012.
The net proceeds of any such offering would be used to redeem or repurchase CC Holdings GS V LLC’s existing senior notes. The size and terms of any such offering, and the actual use of proceeds, are subject to market conditions at the time of commencement of any such offering.
This press release is not an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which any such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Notes, if offered, will be offered to qualified institutional buyers under Rule 144A and to persons outside of the United States under Regulation S. The Notes will not be registered under the Securities Act of 1993, as amended (the “Securities Act”), or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on Crown Castle management’s current expectations. Such statements include plans, projections and estimates regarding the contemplated Notes offering and the potential use of proceeds therefrom. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
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News Release continued:
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those expected. More information about potential risk factors that could affect Crown Castle and its results is included in Crown Castle’s filings with the Securities and Exchange Commission. The term “including,” and any variation thereof, means “including, without limitation.”
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